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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004

                                   Form 10-K/A
                                (Amendment No. 1)
(Mark One)

      |X|   ANNUAL  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
            EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000

                                       OR

      |_|   TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

             For the transition period from              to

                                   ----------

                          Commission file number 1-1861

                               The CIT Group, Inc.
             (Exact name of registrant as specified in its charter)

                    Delaware                                    13-2994534
          (State or other jurisdiction                        (I.R.S. Employer
        of incorporation or organization)                    Identification No.)

1211 Avenue of the Americas, New York, New York                   10036
    (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (212) 536-1390

                                   ----------

           Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange on
         Title of each class                                which registered
         -------------------                            ------------------------
Common Stock, par value $0.01 per share                  New York Stock Exchange
                                                         Toronto Stock Exchange
   5 7/8% Notes due October 15, 2008                     New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|.

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

      The  aggregate  market  value of the voting stock  including  Exchangeable
Shares held by  non-affiliates  of the  registrant,  based on the New York Stock
Exchange  Composite  Transaction  closing  price of the Common Stock ($35.40 per
share),  which occurred on April 20, 2001, was  $4,631,150,201.  For purposes of
this  computation,  all officers,  directors,  and 5%  beneficial  owners of the
registrant are deemed to be affiliates.  Such determination should not be deemed
an admission that such officers,  directors, and beneficial owners are, in fact,
affiliates of the  registrant.  At April 20, 2001,  262,350,955  shares of CIT's
Common Stock  including  Exchangeable  Shares,  par value $0.01 per share,  were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

      List hereunder the following  documents if  incorporated  by reference and
the Part of the Form 10-K (e.g.  Part I, Part II,  etc.) into which the document
is  incorporated:  (1) Any annual report to security  holders;  (2) Any proxy or
information  statement;  and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980).

                                      None

<PAGE>

                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

Form 10-K
 Item No.                         Name of Item                              Page
 --------                         ------------                              ----

                                    Part III


Item  10. Directors and Executive Officers of the Registrant ..............   1
Item  11. Executive Compensation ..........................................   4
Item  12. Security Ownership of Certain Beneficial Owners and Management ..  11
Item  13. Certain Relationships and Related Transactions ..................  13





                                       ii

<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

Directors

     The following table sets forth  information  concerning CIT's 14 directors,
including information as to each director's age as of March 1, 2001 and business
experience  during the past five years.  This information was provided to CIT by
the directors. CIT knows of no family relationship among the directors.  Certain
directors  are also  directors  or  trustees of  privately  held  businesses  or
not-for-profit entities that are not referred to below.

<TABLE>
<CAPTION>
Name                            Age   Current Position/Offices
----                            ---   ------------------------
<S>                             <C>   <C>
Albert R. Gamper, Jr. (1)       59    Chairman of the Board of Directors, President & Chief Executive Officer of CIT

Daniel P. Amos                  49    Chairman, President and Chief Executive Officer of AFLAC Incorporated and American Family Life
                                      Assurance Company of Columbus

John S. Chen                    45    Chairman, President and Chief Executive Officer of Sybase, Inc.

Anthea Disney                   56    Executive Vice President - Content of News Corporation

William A. Farlinger            71    Chairman of Ontario Power Generation, Inc.

Hon. Thomas H. Kean             65    President, Drew University and Former Governor of New Jersey

Paul G. Morton                  62    Chairman, Security Investment Corporation Limited

Takatsugu Murai                 57    Senior Managing Director and General Manager of Asia and President of the International
                                      Banking Company, The Dai-Ichi Kangyo Bank, Limited ("DKB")

William M. O'Grady (1)          61    Executive Vice President & Chief Administrative Officer of CIT

Paul N. Roth                    61    Partner, Schulte Roth & Zabel LLP

Peter J. Tobin                  56    Dean, Peter J. Tobin College of Business, St. John's University

Keiji Torii                     53    Managing Executive Officer, Regional Head of the Americas and General Manager, New York
                                      Branch, DKB

Theodore V. Wells, Jr.          50    Partner, Paul, Weiss, Rifkind, Wharton & Garrison

Alan F. White                   63    Senior Associate Dean, Alfred P. Sloan School of Management, Massachusetts Institute of
                                      Technology
</TABLE>

----------
(1)   Messrs.  Gamper and O'Grady,  who are listed above as Directors,  are also
      Executive Officers of CIT.

      Albert R.  Gamper,  Jr. has served as Chairman of the Board since  January
2000, as President  and Chief  Executive  Officer  since  December 1989 and as a
Director  since May 1984.  From May 1987 to December  1989, Mr. Gamper served as
Chairman and Chief  Executive  Officer.  Prior to December 1989, Mr. Gamper also
held a number of executive  positions at Manufacturers  Hanover  Corporation,  a
prior  owner of CIT,  where he had been  employed  since 1962.  Mr.  Gamper is a
director of Public Service Enterprise Group Incorporated.

      Daniel P. Amos has served as a Director  of CIT since  January  1998.  Mr.
Amos has served as President and Chief Executive Officer of AFLAC  Incorporated,
a life insurance company, and of its principal subsidiary,  American Family Life
Assurance  Company of Columbus,  since  August  1990.  Mr. Amos is a director of
AFLAC Incorporated and The Southern Company.

      John S. Chen has served as a Director of CIT since October 2000.  Mr. Chen
has served as Chairman, President and Chief Executive Officer of Sybase, Inc., a
software  developer,  since August 1997.  From 1991 to 1997,  Mr. Chen served as
Chairman,  President,  and Chief  Executive  Officer  of Pyramid  Technology,  a
subsidiary of Siemens. Mr. Chen is also a director of Sybase, Inc.

      Anthea  Disney has served as a Director of CIT since  December  1998.  Ms.
Disney has served as Executive Vice President - Content of News Corporation Ltd.
since June 1999. Prior to June 1999, Ms. Disney was Chairman and Chief Executive
Officer of News America Publishing Group, a division of News Corporation,  since
October  1997.  Ms.  Disney  has held a  number  of other  positions  with  News
Corporation  since 1990,  including  President  and Chief  Executive  Officer of
Harper Collins Publishers and Editor-in-Chief of I-Guide.


                                       1
<PAGE>


      William A.  Farlinger has served as a Director of CIT since November 1999.
Prior to the  acquisition by CIT of Newcourt  Credit Group Inc.,  Mr.  Farlinger
served as a director  of  Newcourt.  Mr.  Farlinger  has served as  Chairman  of
Ontario Power  Generation  Inc.  (formerly  Ontario  Hydro) since November 1995,
including as Chairman, President and Chief Executive Officer from August 1997 to
March 1998.  Prior to joining  Ontario  Hydro,  Mr.  Farlinger  was President of
William A.  Farlinger &  Associates  from  January  1994 to November  1995,  and
previously  worked in various  capacities  with the  accounting  and  management
consulting  firm of Ernst & Young,  Canada,  including  serving as Chairman  and
Chief Executive Officer from 1987 to 1994.


      Hon.  Thomas H. Kean has served as a Director of CIT since  November 1999.
Mr. Kean has served as President of Drew University  since February 1990, and is
the former Governor of the State of New Jersey.  He is the Chairman and a member
of the Board of  Directors  of Carnegie  Corporation  of New York.  He is also a
director of Amerada Hess Corporation,  ARAMARK Corporation,  Fiduciary Trust Co.
International, The Pepsi Bottling Group, and UnitedHealth Group Inc. Mr. Kean is
also a director of Robert Wood Johnson Foundation, a non-profit foundation.

      Paul G. Morton has served as a Director of CIT since November 1999.  Prior
to the  acquisition  by CIT of  Newcourt,  Mr.  Morton  served as a director  of
Newcourt.  Mr. Morton has been the Chairman of Security Investment  Corporation,
Cinitel  Corp.,  and  Paul  Morton  Holdings  since  1961.  He is also a  former
President of Global Communications  Limited and a former Chairman of the Stadium
Corporation  of  Ontario.  Mr.  Morton  also  served as a member of the Board of
Directors of Canada Deposit Insurance Corporation from 1988 to 1994.

      Takatsugu  Murai has served as a Director of CIT since  February 2000. Mr.
Murai  has  been  Senior  Managing  Director  and  General  Manager  of Asia and
President of the International Banking Company at DKB since April 1999. Prior to
April 1999, Mr. Murai served as Senior Managing  Director of DKB since May 1998,
as Managing  Director since May 1997 and as Director and General  Manager of the
London  Branch of DKB since June  1995.  Prior to June  1995,  Mr.  Murai held a
number of executive positions at DKB, where he has been employed since 1967.

      William M. O'Grady has served as a Director of CIT since April 1999 and as
CIT's  Executive Vice President and Chief  Administrative  Officer since January
1986. Previously he served in a number of other executive positions with CIT and
with RCA Corporation, a prior owner of CIT, since July 1965.

      Paul N. Roth has served as a Director of CIT since December 1989. Mr. Roth
has been a partner in the New York law firm of Schulte Roth & Zabel LLP since it
was founded in 1969.

      Peter J. Tobin has served as a Director of CIT since May 1984.  Mr.  Tobin
has been Dean of the Peter J. Tobin College of Business at St. John's University
since  August  1998.  From  March 1996 to  December  1997,  Mr.  Tobin was Chief
Financial Officer of The Chase Manhattan Corporation. From January 1992 to March
1996,  Mr. Tobin served as Chief  Financial  Officer of both  Chemical  Bank and
Chemical Banking Corporation,  a predecessor of The Chase Manhattan Corporation,
and prior to that he served in a number of executive  positions at Manufacturers
Hanover  Corporation,  a predecessor of Chemical  Banking  Corporation.  He is a
director of AXA  Financial  (formerly  The  Equitable  Companies  Incorporated),
Alliance  Capital  Management,  L.P., a subsidiary of AXA Financial that manages
mutual funds, and PA Consulting, a management consulting firm.

      Keiji Torii has served as a Director of CIT since April 1999.  He also was
a Director and Senior  Executive  Vice President of CIT from April 1996 to April
1997 and a Director and Executive  Vice  President of CIT from May 1993 to April
1996.  Mr.  Torii has been  Managing  Executive  Officer,  Regional  Head of the
Americas and General Manager of the New York Branch of DKB since May 2000. Prior
to May 2000,  Mr. Torii served as  Director,  Regional  Head of the Americas and
General  Manager of the New York Branch of DKB since June 1999, as Regional Head
of the  Americas  and General  Manager of the New York branch of DKB since April
1999 and as General Manager of International  Planning and Coordination Division
since May 1997.

      Theodore  V.  Wells,  Jr. has served as a Director  of CIT since  November
1999.  Mr.  Wells  has been a partner  in the New York law firm of Paul,  Weiss,
Rifkind,  Wharton & Garrison  since January 3, 2000, and prior to that date from
1982 was a partner in the New Jersey law firm of Lowenstein Sandler PC.

      Alan F. White has served as a Director of CIT since March 1998.  Mr. White
has served as Senior Associate Dean of the Alfred P. Sloan School of Management,
Massachusetts  Institute of Technology,  since 1991. Mr. White has held a number
of other  positions  with the Sloan School of Management  since 1973,  including
responsibility  for MIT programs in Asia, Europe, and Latin America and Director
of Executive Education at MIT. He is a director of SBS Technologies, Inc.


                                       2
<PAGE>

Executive Officers

      The following  table lists the names and ages,  followed by a biographical
summary,  of CIT's  executive  officers as of March 1, 2001,  other than Messrs.
Gamper and O'Grady,  who are listed above as  directors.  CIT knows of no family
relationship among CIT's executive officers or with any director.  The executive
officers  were  appointed by and hold office at the  discretion  of the Board of
Directors.

Name                   Age  Current Position/Offices(1)
----                   ---  ---------------------------
Thomas L. Abbate       55   Executive Vice President and Chief Risk Officer

Joseph M. Leone        47   Executive Vice President and Chief Financial Officer

Ernest D. Stein        61   Executive Vice President and General Counsel

----------
(1)   Certain  executive  officers  are also  directors or trustees of privately
      held or not-for-profit organizations that are not referred to below.

      Thomas L. Abbate has served as CIT's  Executive  Vice  President and Chief
Risk Officer since July 2000.  Previously,  Mr. Abbate served as Executive  Vice
President of Credit Risk  Management  of CIT since October 1999 and as Executive
Vice President and Chief Credit Officer of Equipment Financing,  a business unit
of CIT,  since August 1991.  Prior to August 1991,  Mr.  Abbate held a number of
executive positions with CIT and with Manufacturers  Hanover Corporation,  where
he had been employed since 1973.

      Joseph M. Leone has served as CIT's  Executive  Vice  President  and Chief
Financial  Officer  since July 1995.  Previously,  Mr. Leone served as Executive
Vice  President  of Sales  Financing,  a business  unit of CIT,  from June 1991,
Senior Vice President and Controller  since March 1987, and in a number of other
executive positions with Manufacturers Hanover Corporation since May 1982.

      Ernest D. Stein has served as CIT's  Executive  Vice President and General
Counsel  since  February  1994.  Previously,  Mr.  Stein  served as Senior  Vice
President and Deputy General  Counsel since April 1993, as Senior Vice President
and Assistant  General  Counsel  since March 1992,  and in a number of executive
positions  with  Manufacturers  Hanover  Corporation,  including  Executive Vice
President and General Counsel since December 1985.

Compliance with Section 16(a) of the Securities Exchange Act

      Based on CIT's  records  and  other  information,  CIT  believes  that its
Directors and officers complied with all applicable SEC filing  requirements for
reporting  beneficial ownership of CIT's equity securities for 2000, except that
Mr.  Farlinger  inadvertently  failed to record in his Form 3 filed for November
15,  1999 that his  spouse  owned 245 shares of CIT  Common  Stock and Mr.  Kean
inadvertently  failed to file a Form 4 for June 2000 to report that he purchased
4,000 shares of CIT Common Stock. Additionally,  David D. McKerroll, Group Chief
Executive  Officer of CIT Structured  Finance,  and Bradley D. Nullmeyer,  Group
Chief Executive Officer of CIT Vendor Technology Finance,  inadvertently  failed
to include a grant of 30,000 shares of performance  accelerated restricted stock
to each of them in their Form 5s filed in February 2001. Mr.  Farlinger filed an
amended  Form 3 and Mr.  Kean filed a Form 5 in February  2001 to correct  their
ownership  record.  Messrs.  McKerroll and Nullmeyer filed Form 4 reports at the
beginning  of March 2001 to report  the stock  grants.  Mr.  Kean  reported  his
purchase  to CIT on a timely  basis,  but CIT  failed  to file the Form 4 on his
behalf due to a clerical error.


                                       3
<PAGE>

Item 11. Executive Compensation.

Compensation of Directors

      Our  Directors  who are not  employees or officers of DKB or CIT or of any
subsidiary  of either of them are paid an annual  Board  membership  retainer of
$50,000,  but receive no additional  payments for  attendance at meetings or for
service on any committee.  Pursuant to CIT's Long-Term Equity  Compensation Plan
("ECP"),  outside  directors  may  elect to  receive  some or all of the  annual
retainer in the form of stock options (having a Black-Scholes  calculation equal
to the  amount  of the  retainer  that  is  taken  in the  form of  options)  or
restricted  stock,  which will each vest in three  equal,  annual  installments,
rather than cash. Any retainer amount elected to be received as restricted stock
will be converted to shares of Common Stock with a market value equal to 125% of
the  elected  award  amount,  in  recognition  of the  election  to  forgo  cash
compensation.  Such  directors  are also  eligible  for grants under the ECP and
presently  receive  annual  grants of stock  options  having a present  value of
$25,000, or $35,000 for each committee chairman.

Executive Compensation

      The  table  below  sets  forth  the  annual  and  long-term  compensation,
including bonuses and deferred compensation, of the Named Executive Officers for
services  rendered  in all  capacities  to CIT  during the  fiscal  years  ended
December 31, 2000, 1999, and 1998.

                           SUMMARY COMPENSATION TABLE
                                 (U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                   Long-Term Compensation
                                                                            -------------------------------------
                                        Annual Compensation                           Awards
                                        -------------------                           ------
                                                             Other Annual   Restricted     Securities   All Other
      Name and                                                 Compensa-       Stock       Underlying   Compensa-
Principal Positions          Year     Salary      Bonus(1)      tion(2)     Awards(1)(3)   Options(4)    tion(5)
-------------------          ----     ------      --------      -------     ------------   ----------    -------
<S>                          <C>     <C>           <C>          <C>          <C>            <C>          <C>
Albert R. Gamper, Jr.        2000    $878,847    $  800,000     $98,188      $2,946,500     450,000      $41,954
Chairman, President          1999    $761,534    $1,237,503     $57,577      $     0        500,000      $36,861
and Chief Executive          1998    $663,471    $1,051,894     $37,778      $     0           0         $32,939
Officer

Thomas L. Abbate             2000    $287,298      $225,000     $11,590      $  415,000      55,000     $18,292
Executive Vice President     1999    $244,227      $256,271     $ 7,069      $     0         70,000     $16,169
and Chief Risk Officer       1998    $220,000      $207,500     $ 4,955      $     0           0        $15,200

Joseph M. Leone              2000    $358,088      $300,000     $21,168      $  785,626      90,000     $21,124
Executive Vice President     1999    $299,695      $433,007     $12,267      $     0        180,000     $18,388
and Chief Financial          1998    $237,000      $270,023     $ 7,813      $     0           0        $15,880
Officer

William M. O'Grady           2000    $348,078      $300,000     $21,334      $  785,626     115,000     $20,723
Executive Vice President     1999    $292,697      $421,881     $10,942      $     0        155,000     $18,108
and Chief Administrative     1998    $240,000      $225,014     $ 7,051      $     0           0        $16,000
Officer

Ernest D. Stein              2000    $280,768      $200,000     $13,193      $  502,000      50,000     $18,031
Executive Vice President     1999    $251,924      $244,386     $ 8,016      $     0         70,000     $16,477
and General Counsel          1998    $220,000      $168,777     $ 5,145      $     0           0        $15,200
</TABLE>

----------
(1) The amounts  shown in the Bonus column for 2000  represent  the cash amounts
paid under CIT's  annual bonus plan.  The amounts  shown in the Bonus column for
1998 and 1999  represent the cash amounts paid under CIT's annual bonus plan and
the  value of Common  Stock or  common  stock  units  received  in lieu of cash.
Pursuant to the ECP,  executive  officers could elect to receive between 10% and
50% of their 1998 and 1999 annual  bonus  awards in Common Stock or common stock
units,  respectively,  rather than cash. The cash portion deferred was converted
to shares of Common  Stock or common  stock  units with a market  value equal to
125% of the deferred amount. The premium element is subject to forfeiture, under
certain conditions, upon termination of employment with CIT prior to three years
from the date of the award.  CIT pays dividends on the shares of Common Stock or
common  stock  units  awarded to each Named  Executive  Officer at the same rate
applicable to all other issued and outstanding  shares.  The amounts included in
the bonus column for shares  issued in 1998  represent  the fair market value on
January  29, 1999 (the date of grant) of the shares of Common  Stock  awarded at
$32.4375 per share.  The awards in 1998 were as follows:  Mr. Gamper - $584,375,
Mr.  Abbate - $37,500,  Mr. Leone - $150,000,  Mr.  O'Grady - $125,000,  and Mr.
Stein - $93,750. The amounts included in the bonus column for stock units issued
in 1999  represent the fair market value on January 26, 2000 (the date of grant)
of the common stock units awarded at $19.625 per share.  The awards in 1999 were
as follows:  Mr. Gamper - $687,500,  Mr. Abbate - $31,250, Mr. Leone - $165,000,
Mr. O'Grady - $234,375, and Mr. Stein - $71,875.

(2)  The  payments  set  forth  in  2000,  1999  and  1998  under  Other  Annual
Compensation  represent the dividends  paid on restricted  stock held in each of
those years.  Such  dividends  were payable at the same rate  applicable  to all
other issued and outstanding shares.


                                       4
<PAGE>

(3)  Restricted  Stock  Awards  include  grants  made in  January  2000  under a
Performance Accelerated Restricted Share Plan (PARS). Awards under this plan can
vest on an  accelerated  basis in either  three or four years  (January  2003 or
January 2004) based on Earnings Per Share  performance of CIT. If conditions for
accelerated  vesting are not met in either the third or fourth year,  all awards
will vest on the fifth  anniversary of the grant (January 2005). The shares were
issued at a fair market value of $20.75.  Awards were as follows:  Mr.  Gamper -
142,000  shares;  Mr. Leone - 30,000 shares;  Mr.  O'Grady - 30,000 shares;  Mr.
Stein - 20,000 shares and Mr. Abbate - 20,000 shares.

For the year 2000,  Restricted  Stock  Awards also  include  grants made under a
Special Stock Award Program to Messrs.  Leone, O'Grady and Stein. Payments under
this plan were based on the  achievement of 2000 company  performance  measures.
Awards were in the form of restricted  stock grants  recommended and approved on
January 24, 2001.  50% of the award vested on this date and the remaining 50% is
subject to  restriction  until  January 24, 2002.  The value of these grants are
included  in the  Restricted  Stock  Awards  column  based on the share price on
January 24, 2001 of $21.75.

The number and value at December 29, 2000 of  restricted  stock  holdings  based
upon the  closing  market  price of $20.125  per share for  Common  Stock was as
follows:  Mr. Gamper - 189,043 shares  ($3,804,490);  Mr. Abbate - 22,364 shares
($450,076);  Mr.  Leone  -  45,241  shares  ($910,475);  Mr.  O'Grady  -  48,263
($971,293);  and  Mr.  Stein -  27,590  ($555,249).  Dividends  are  payable  on
Restricted Stock at the same rate applicable to all other issued and outstanding
shares.

(4) Stock options to purchase Common Stock awarded under the ECP.

(5) The payments set forth under "All Other  Compensation"  include the matching
employer  contribution to each  participant's  account and the employer flexible
retirement  account  contribution  to  each  participant's  flexible  retirement
account  under The CIT Group,  Inc.  Savings  Incentive  Plan (the "CIT  Savings
Plan").  We made the matching employer  contribution  pursuant to a compensation
deferral  feature of the CIT Savings Plan under  Section  401(k) of the Internal
Revenue  Code  of  1986.  Each  of  the  Named  Executive  Officers  received  a
contribution  of $6,800 under the employer  match and a  contribution  of $6,800
under the employer  flexible  retirement  account.  The payments set forth under
"All Other  Compensation"  also  included  contributions  to each  participant's
account  under  The  CIT  Group,  Inc.   Supplemental  Savings  Plan  (the  "CIT
Supplemental Savings Plan"), which is an unfunded  non-qualified plan. For 2000,
they are as follows:  Mr.  Gamper - $28,354,  Mr.  Abbate - $4,692,  Mr. Leone -
$7,524, Mr. O'Grady - $7,123, and Mr. Stein - $4,431.

Stock Option Awards During 2000

      Stock  options and other rights  related to Common Stock may be awarded to
executives  under the ECP. The following  table sets out awards of stock options
to Named Executive Officers in 2000.

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                           Number of        Percent of
                                          Securities    Total Options/SARs
                                          Underlying        Granted to       Exercise or               Grant Date
                              Date of    Options/SARs      Employees in      Base Price   Expiration  Present Value
      Name                     Grant      Granted(1)        Fiscal Year        ($/Sh)        Date        (2)(3)
      ----                     -----      ----------        -----------        ------        ----        ------
<S>                           <C>          <C>                 <C>            <C>          <C>          <C>
Albert R. Gamper, Jr.         10/26/00     450,000             6.34%          $14.0625     10/26/10     $2,277,000
Chairman, President, and
Chief Executive Officer

Thomas L. Abbate              10/26/00      55,000             .078%          $14.0625      10/26/10     $278,300
Executive Vice President
and Chief Risk Officer

Joseph M. Leone               10/26/00      90,000             1.27%          $14.0625     10/26/10       $455,400
Executive Vice President
and Chief Financial
Officer

William M. O'Grady            10/26/00     115,000             1.62%          $14.0625      10/26/10      $581,900
Executive Vice President
and Chief Administrative
Officer

Ernest D. Stein               10/26/00      50,000             .070%          $14.0625     10/26/10       $253,000
Executive Vice President
and General Counsel
</TABLE>

----------
(1) One-third of the stock options vest on each of the first,  second, and third
anniversary of the date of grant.

(2) For the October 2000 option grant,  the  estimated  grant date present value
reflected in the above table is determined  using the  Black-Scholes  model. The
material assumptions and adjustments  incorporated in the Black-Scholes model in
estimating the value of the options  reflected in the above table are identified
below.

      o     Exercise price on the options of $14.0625,  equal to the fair market
            value of the underlying stock on the dates of grant.
      o     An option term of ten years.
      o     Interest rate of 5.74 percent that  represents  the interest rate on
            U.S.  Treasury  securities on the date of grant with a maturity date
            corresponding to that of the option term.
      o     Volatility of 43.65 percent  calculated using daily stock prices for
            the 12 months prior to the date of grant.


                                       5
<PAGE>

      o     A dividend  yield of 2.84 percent  reflecting an annual  dividend on
            Common Stock of $0.40 per share.
      o     Reductions of approximately  7.83 percent to reflect the probability
            of forfeiture due to termination prior to vesting, and approximately
            9.86 percent to reflect the  probability of a shortened  option term
            due to  termination  of  employment  prior to the option  expiration
            date.

(3) The ultimate  value of the options will depend on the future market price of
CIT's Common  Stock,  which cannot be forecast  with  reasonable  accuracy.  The
actual  value,  if any, an optionee will realize upon exercise of an option will
depend on the excess of the market value of CIT's Common Stock over the exercise
price on the date the option is exercised.

      The following table gives additional  information on options  exercised in
2000 by the Named Executive Officers and on the number and value of options held
by the Named Executive Officers at December 31, 2000.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES
                                 (U.S. Dollars)

<TABLE>
<CAPTION>
                                                                     Number of
                                                               Securities Underlying     Value of Unexercised
                                                                     Unexercised             In-the-Money
                                                                 Options at 12/31/00      Options at 12/31/00
                                                                 -------------------      -------------------
                                      Shares
                                     Acquired      Value            Exercisable/             Exercisable/
           Name                     on Exercise  Realized           Unexercisable            Unexercisable
           ----                     -----------  --------           -------------            -------------
<S>                                      <C>       <C>            <C>                        <C>
Albert R. Gamper, Jr.                    0         $0             608,934/960,266            $0/$2,728,125
   Chairman, President, and
   Chief Executive Officer

Thomas L. Abbate                         0         $0              68,667/114,933              $0/$333,438
   Executive Vice President
   and Chief Risk Officer

Joseph M. Leone                          0         $0             136,867/247,733              $0/$545,625
   Executive Vice President
   and Chief Financial Officer

William M. O'Grady                       0         $0             123,967/254,733              $0/$697,188
   Executive Vice President
   and Chief Administrative
   Officer

Ernest D. Stein                          0         $0              76,000/123,000              $0/$303,125
   Executive Vice President
   and General Counsel
</TABLE>

      The options reported are non-qualified stock options to purchase shares of
Common Stock  awarded  under the ECP. The exercise  price of the options  ranges
from $14.0625 to $30.75 per share and the closing  trading price on the New York
Stock Exchange of Common Stock at December 29, 2000 was $20.125.

Retirement Plans

      Effective January 1, 1990, The CIT Group,  Inc.  Retirement Plan (the "CIT
Retirement  Plan") was established.  Assets necessary to fund the CIT Retirement
Plan were  transferred  from the MHC Retirement  Plan, Inc. (the "MHC Retirement
Plan"),  the predecessor plan in which our employees  participated.  Accumulated
years of benefit  service  under the MHC  Retirement  Plan are  included  in the
benefits  formula of the CIT Retirement Plan, which covers officers and salaried
employees who have one year of service and have attained age 21.

      Under the CIT Retirement Plan formula, at the normal retirement age of 65,
an employee's  pension is 1.25% of the employee's  final average salary for each
of the  first 40 years of  benefit  service  as a  participant.  "Final  average
salary" is the highest average salary received in any five consecutive  years in
the  last  ten  years.  "Salary"  includes  all  wages  paid by  CIT,  including
before-tax  contributions  made to the CIT  Savings  Plan and  salary  reduction
contributions  pursuant  to any  Section 125 Plan,  but  excluding  commissions,
bonuses, incentive compensation, overtime, reimbursement of expenses, directors'
fees, severance pay and deferred compensation.  This salary is comparable to the
"Salary" shown in the Summary Compensation Table. After completing five years of
service,  an employee whose  employment with CIT has terminated is entitled to a
benefit,  as of the  employee's  normal  retirement  date,  equal to the benefit
earned to the date of  termination  of  employment,  or an  actuarially  reduced
benefit  commencing at any time after age 55 if the  participant is eligible for
early  retirement  under the CIT  Retirement  Plan.  Certain death  benefits are
available to eligible surviving spouses of participants.


                                       6
<PAGE>

      The CIT  Retirement  Plan was  revised  in 2000 with a new "cash  balance"
formula  that became  effective  January 1, 2001.  Under this new  formula,  the
member's  accrued  benefit as of December  31, 2000 was  converted to a lump sum
amount and each year thereafter the balance is credited with a percentage of the
member's  Base  Salary,  plus  certain  annual  bonuses,  certain  annual  sales
incentives  or  commissions  ("benefits  pay"),  depending  on years of  benefit
service as follows:

               Period of Service                    % of "benefits pay"
               -----------------                    -------------------
                    1 -   9                                  5
                    10 - 19                                  6
                    20 - 29                                  7
                    30 or more                               8

      These balances also receive annual interest credits currently equal to 7%,
subject  to  certain  government  limits.  Upon  termination  after 5  years  of
employment or retirement,  the amount credited to a member is paid in a lump sum
or converted into an annuity, at the participant's option.

      Certain  eligible  members  had the  option  of  remaining  under  the CIT
Retirement Plan formula as in effect prior to January 1, 2001.

      Because various laws and  regulations set limits on the amounts  allocable
to a  participant  under  the  CIT  Savings  Plan  and  benefits  under  the CIT
Retirement Plan, we have  established the CIT Supplemental  Retirement Plan. The
CIT  Supplemental  Retirement Plan provides  retirement  benefits on an unfunded
basis  to  participants  who  retire  from CIT  (whose  benefits  under  the CIT
Retirement  Plan would be  restricted  by the limits) of an amount  equal to the
difference between the annual retirement  benefits permitted and the amount that
would have been paid but for the limitations imposed.

      The amounts set forth in the table are the amounts  which would be paid to
employees  pursuant  to  the  CIT  Retirement  Plan  and  the  CIT  Supplemental
Retirement  Plan  under the  formula  in effect  prior to  January  1, 2001 at a
participant's  normal  retirement  age (age 65)  assuming  the  indicated  final
average salary and the indicated  years of benefit service and assuming that the
straight life annuity form of benefit will be elected and that CIT  Supplemental
Retirement  Plan  benefits  will  be paid in the  form of an  annuity.  However,
benefits  for  retirement  before age 65 would be less than  those  shown in the
following table. Upon retirement, certain employees may receive a benefit frozen
under a prior plan formula if such  benefit is greater than the benefit  payable
under the formula represented in the following table.


                                       7
<PAGE>

                               PENSION PLAN TABLE
                                (in U.S. dollars)

             Annual Benefits Based on Years of Credited Service (1)

<TABLE>
<CAPTION>
  Final
 Average
Salary of
 Employee                15                20             25            30            35            40
---------               ----              ----           ----          ----          ----          ----
<S>                   <C>               <C>             <C>           <C>           <C>           <C>
  250,000              46,875            62,500          78,125        93,750       109,375       125,000
  300,000              56,250            75,000          93,750       112,500       131,250       150,000
  350,000              65,625            87,500         109,375       131,250       153,125       175,000
  400,000              75,000           100,000         125,000       150,000       175,000       200,000
  450,000              84,375           112,500         140,625       168,750       196,875       225,000
  500,000              93,750           125,000         156,250       187,500       218,750       250,000
  550,000             103,125           137,500         171,875       206,250       240,625       275,000
  600,000             112,500           150,000         187,500       225,000       262,500       300,000
  650,000             121,875           162,500         203,125       243,750       284,375       325,000
  700,000             131,250           175,000         218,750       262,500       306,250       350,000
  750,000             140,625           187,500         234,375       281,250       328,125       375,000
  800,000             150,000           200,000         250,000       300,000       350,000       400,000
  850,000             159,375           212,500         265,625       318,750       371,875       425,000
  900,000             168,750           225,000         281,250       337,500       393,750       450,000
  950,000             178,125           237,500         296,875       356,250       415,625       475,000
1,000,000             187,500           250,000         312,500       375,000       437,500       500,000
1,050,000             196,875           262,500         328,125       393,750       459,375       525,000
1,100,000             206,250           275,000         343,750       412,500      481,250        550,000
1,150,000             215,625           287,500         359,375       431,250      503,125        575,000
1,200,000             225,000           300,000         375,000       450,000      525,000        600,000
</TABLE>

----------
(1) At December 31, 2000, Messrs.  Gamper, Abbate, Leone, O'Grady, and Stein had
33, 26, 16, 31, and 7 years of benefit service respectively.

      Mr. Stein  continues to earn benefits under the 1.25% final average salary
formula.  Messrs. Gamper, Abbate, Leone and O'Grady began earning benefits under
the "cash balance" formula  effective January 1, 2001. The following table shows
the estimated annual retirement benefits (including the Supplemental  Retirement
Plan)  which  would be  payable  to each  individual  if he  retired  at  normal
retirement  age (age 65) at his  2001  "benefits  pay".  The  projected  amounts
include annual interest credits at 7%.

Name                       Year of Normal Retirement    Estimated Annual Benefit
----                       -------------------------    ------------------------
Albert R. Gamper, Jr.                2007                       $585,000

Joseph M. Leone                      2018                       $221,500

William M. O'Grady                   2004                       $168,200

Thomas L. Abbate                     2010                       $180,000

Executive Retirement Plan

      The  Named  Executive   Officers  are  participants  under  the  Executive
Retirement  Plan. The benefit  provided is life insurance equal to approximately
three times salary  during such  participant's  employment,  with a life annuity
option payable monthly by us upon retirement.  The participant pays a portion of
the annual premium and we pay the balance on behalf of the  participant.  We are
entitled to recoup our payments from the proceeds of the policy in excess of the
death benefit. Upon the participant's retirement, a life annuity will be payable
out of our  current  income and we  anticipate  recovering  the cost of the life
annuity out of the proceeds of the life insurance  policy payable upon the death
of the participant.


                                       8
<PAGE>

      In  addition  to  the  table  of  pension  benefits  shown  above,  we are
conditionally  obligated to make annual payments under the Executive  Retirement
Plan in the amounts indicated to the Named Executive Officers at retirement: Mr.
Gamper,  $453,130,  Mr. Abbate,  $149,297,  Mr. Leone,  $214,592,  Mr.  O'Grady,
$221,130, and Mr. Stein, $104,831.

Compensation Committee Interlocks and Insider Participation

      During the last fiscal year,  Daniel P. Amos  (Chairman),  Anthea  Disney,
Thomas  H.  Kean  and  Alan F.  White  served  as  members  of the  Compensation
Committee.  There are no  interlocking  relationships  between any member of the
Compensation  Committee  and any of our  executive  officers  that would require
disclosure  under  the rules of the SEC.  The  Compensation  Committee  consists
entirely of independent, non-employee directors.

Employment Agreements

      Mr.  Gamper  has an  employment  agreement  with  CIT that  extends  until
December 31, 2002.  Mr.  Gamper's  agreement  provides that he will serve as the
Chief Executive Officer and President and as a member of our Board of Directors.
The agreement provides for the payment of an annual base salary of not less than
the amount that he received  prior to the date of his last extension on November
1, 1999.  Pursuant to his  employment  agreement,  Mr.  Gamper's base salary and
performance  is  reviewed by the CIT Board of  Directors  during the term of the
agreement  pursuant to our normal  practices,  subject to  increases  but not to
decreases.  The employment agreement provides for participation in all executive
bonus and incentive compensation plans.

      Mr. Abbate,  Mr. Leone,  Mr.  O'Grady,  and Mr. Stein also have employment
agreements  with CIT that extend  until  December 31, 2002.  Mr.  Abbate's,  Mr.
Leone's,  Mr. O'Grady's,  and Mr. Stein's respective  agreements provide for the
payment of an annual base salary of not less than the amount currently received,
to be reviewed by the Chief  Executive  Officer or his designee  pursuant to our
normal  practices,  subject to increases  but not to decreases.  The  employment
agreements also provide for  participation  in all executive bonus and incentive
compensation plans.

Termination And Change-In-Control Arrangements

      Each of the employment  agreements of the Named Executive Officers provide
that under certain circumstances,  upon a termination of employment,  he will be
entitled to receive severance payments equal to three times, with respect to Mr.
Gamper, or two times, with respect to Messrs.  Abbate, Leone, O'Grady and Stein,
his total  cash  compensation  (as  defined  in his  agreement),  reduced by any
"special payment" received.  Further, in the event of a termination qualifying a
Named  Executive  Officer for  severance,  he will be entitled to all previously
earned and accrued entitlements and benefits, continued employee welfare benefit
coverage for 36 months with respect to Mr.  Gamper and 24 months with respect to
Messrs.  Abbate,  Leone, O'Grady and Stein, three years' benefit service and age
credit with respect to Mr. Gamper and two years' benefit  service and age credit
with  respect  to Messrs.  Abbate,  Leone,  O'Grady  and Stein for  purposes  of
calculating  benefits under CIT's Retirement Plan and Executive  Retirement Plan
(as defined in his agreement),  outplacement  services, any awards due under the
ECP,  and all benefits  payable  under our  Executive  Retirement  Plan.  If the
termination does not qualify the Named Executive Officer for severance,  he will
be entitled to all previously  earned and accrued  entitlements  and benefits of
CIT. Mr. Gamper's employment agreement also provides that he will have immediate
vesting  in  each  outstanding  equity  award.  In the  event  any of the  Named
Executive  Officers  become  subject to excise  taxes under  Section 4999 of the
Internal Revenue Code, their  employment  agreements  provide a gross up payment
equal to the amount of such excise taxes.

      If, during the term of Messrs. Gamper's,  Abbate's, Leone's, O'Grady's and
Stein's  employment  agreements,  a  "Change  of  Control"  (as  defined  in his
agreement)  occurs,   they  each  will  be  entitled  to  receive,   in  certain
circumstances,  a "special  payment." With respect to Mr. Gamper,  the amount of
such a special  payment  shall  equal the sum of his prior  four  years'  annual
bonuses.  With respect to each of Mr. Abbate,  Mr. Leone,  Mr. O'Grady,  and Mr.
Stein,  the amount of each  individual's  special payment shall equal the sum of
his respective prior two years' annual bonuses.

      In the event of a Change of  Control  during the term of  employment,  Mr.
Gamper may elect, on 90 days' notice,  to terminate his employment and have such
termination  deemed "Good Reason" upon the anniversary of the Change of Control.
In the event the first  anniversary of such a Change of Control occurs after the
end of the term,  the term shall be extended to the earlier of 90 days after the
end of the term or the first anniversary of the Change of Control.

      Under the ECP,  upon a Change of Control  (as  defined in the ECP) (i) all
awards  granted  under the ECP shall vest and become  exercisable;  and (ii) all
restrictions and limitations imposed on restricted stock shall lapse.


                                       9
<PAGE>


Change in Control


      On March 13, 2001,  Tyco  International  Ltd.  (NYSE:  TYC), a diversified
manufacturing  and service  company,  and CIT  announced a definitive  agreement
whereby  Tyco will acquire  CIT. As part of this  transaction,  Tyco has entered
into a purchase  agreement with DKB for their  approximate  27% interest,  or 71
million  shares,  at a price of $35.02,  in cash,  per CIT share.  The remaining
shareholders  will  receive  0.6907  Tyco  shares  for  each  share  of CIT in a
tax-free,  stock-for-stock exchange. The transaction, which is expected to close
during  the  second  quarter  of 2001,  is  valued  at  $35.02  per share to CIT
shareholders,  or  approximately  $9.2  billion,  based on Tyco's March 12, 2001
closing stock price. In connection with the transaction,  Mr. Gamper has entered
into a new retention agreement, effective on the closing of the transaction, and
Tyco and CIT have offered the other Named  Executive  Officers the oportunity to
enter into new retention agreements. The new retention agreements will supersede
the Named Executive  Officers' existing employment  agreements.  In exchange for
waiving  their rights to a special  cash payment  related to a change of control
under  their  existing  employment  agreements,  the  Named  Executive  Officers
generally will receive a grant of restricted Tyco common shares on completion of
the merger.



                                       10
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners

      The table below shows,  as of the most recent  practicable  date, the name
and address of each person known to CIT that  beneficially  owns in excess of 5%
of any class of voting  stock.  Information  in this table is as of December 31,
2001, except for The Dai-Ichi Kangyo Bank, Limited,  for which information is as
of February 15, 2001.

<TABLE>
<CAPTION>
                                                                                Percentage          Percentage of
                                                                                    of               Outstanding
Title of Class           Name and Address of           Amount and Nature of       Common                Voting
   of Stock               Beneficial Owner             Beneficial Ownership       Stock               Securities*
   --------               ----------------             --------------------       -----               -----------
<S>               <C>                                      <C>                     <C>                  <C>
Common Stock      The Dai-Ichi Kangyo Bank, Limited        71,000,000              28.4%                27.1%
                  1-5, Uchisaiwaicho, 1-chome
                  Chiyoda-ku, Tokyo 100-0011
                  Japan

Common Stock      AXA Financial Inc.(1)                    43,544,944              17.4%                16.6%
                  AXA
                  The Mutuelles AXA
                  1290 Avenue of the Americas
                  New York, NY 10104

Common Stock      Barrow, Hanley, Mewhinney &              13,166,300               5.3%                 5.0%
                  Strauss, Inc.(2)
                  One McKinney Plaza
                  3232 McKinney Avenue
                  15th Floor
                  Dallas, TX 75204-2429
</TABLE>

----------
* Percentage  of  Outstanding  Voting  Securities  is calculated on the basis of
shares of Common Stock and Exchangeable Shares outstanding.  Exchangeable Shares
have voting rights that are functionally equivalent to Common Stock.

      (1) The Mutuelles AXA is comprised of AXA Conseil Vie Assurance  Mutuelle,
AXA Assurances I.A.R.D.  Mutuelle, AXA Assurances Vie Mutuelle, and AXA Courtage
Assurance Mutuelle, each of which has its principal office in Paris, France. The
Mutuelles AXA, as a group, control AXA, which has its principal office in Paris,
France. AXA beneficially owns a majority interest in AXA Financial,  Inc., which
has its  principal  office  located  at the  address  shown  in the  table.  AXA
Financial,  Inc. is the beneficial  owner of the securities  listed in the table
through its  subsidiaries,  Alliance  Capital  Management L.P. and The Equitable
Life  Assurance  Society of the United States.  Of the securities  listed in the
table,  42,185,646 shares are held by Alliance Capital  Management,  of which it
shares the power to vote on  23,391,982  shares,  and  1,359,348 are held by The
Equitable  Life  Assurance  Society,  of which it  shares  the  power to vote on
1,320,348 shares.

(2) Barrow,  Hanley,  Mewhinney & Strauss has the sole voting power on 9,182,000
shares,  shares the voting power on 3,984,300  shares,  and has sole dispositive
power on all of the shares.


                                       11
<PAGE>

Security Ownership of Directors and Executive Officers

     The table below shows, as of February 15, 2001, the number of shares of CIT
Common Stock and Exchangeable Shares owned by each director, by Messrs.  Gamper,
Abbate, Leone,  O'Grady, and Stein (the "Named Executive Officers"),  and by the
directors and Named Executive Officers as a group.

<TABLE>
<CAPTION>
                                                  Amount and Nature
                                             of Beneficial Ownership
                                               (CIT Common Stock and                    Percentage
  Name of Individual                     Exchangeable Shares)(1)(2)(3)(4)(5)             of Class
  ------------------                    ------------------------------------             --------
<S>                                                  <C>                                     <C>
Albert R. Gamper, Jr.                                1,039,920                               *
Daniel P. Amos (3)                                      70,400                               *
John S. Chen                                             2,370                               *
Anthea Disney                                            8,016                               *
William A. Farlinger (4)                                14,030                               *
Guy Hands (5)                                                                                *
Thomas H. Kean                                          10,153                               *
Paul G. Morton                                          30,735                               *
Takatsugu Murai                                              0                               *
William M. O'Grady                                     230,016                               *
Paul N. Roth                                            15,088                               *
Peter J. Tobin                                          24,912                               *
Keiji Torii                                                  0                               *
Theodore V. Wells, Jr.                                   7,645                               *
Alan F. White                                            8,945                               *
Thomas L. Abbate (6)                                   200,413                               *
Joseph M. Leone                                        246,422                               *
Ernest D. Stein                                        143,785                               *
All Directors and Named Executive
 Officers as a group
 (18 persons) (3) (4) (6)                            2,052,850                               *
</TABLE>

----------
*     Represents  less  than  1% of  the  total  outstanding  Common  Stock  and
      Exchangeable Shares.
(1)   Includes  shares of  Restricted  Stock and  Restricted  Stock units issued
      under the Long-Term Equity  Compensation  Plan, for which the holders have
      voting rights,  but for which  ownership has not vested,  in the following
      amounts:  Mr.  Gamper -  183,037  shares,  Mr.  Chen - 2,370  shares,  Mr.
      Farlinger  - 4,998  shares,  Mr.  Kean - 1,437  shares,  Mr.  Morton - 531
      shares,  Mr. O'Grady - 46,978 shares, Mr. Wells - 2,124 shares, Mr. Abbate
      - 21,979 shares, Mr. Leone - 43,700 shares, and Mr. Stein - 26,627 shares.
(2)   Includes shares of stock issuable  pursuant to stock options awarded under
      the  Long-Term  Equity  Compensation  Plan that  have  vested or will vest
      within 60 days after  February  15,  2001 in the  following  amounts:  Mr.
      Gamper - 675,600  shares,  Mr. Amos - 10,500  shares,  Ms.  Disney - 6,666
      shares,  Mr. Farlinger - 4,460 shares, Mr. Kean - 6,716 shares, Mr. Morton
      - 5,814 shares, Mr. O'Grady - 148,967 shares, Mr. Roth - 5,588 shares, Mr.
      Tobin - 4,912 shares,  Mr. Wells - 4,460 shares, Mr. White - 8,245 shares,
      Mr. Abbate - 80,334 shares,  Mr. Leone - 170,200  shares,  and Mr. Stein -
      87,667 shares.
(3)   Includes  39,900  shares  owned  by  Amos  Family  Partnership,  which  is
      controlled by Mr. Amos.
(4)   Includes shares owned by Mr. Farlinger's spouse, as to which Mr. Farlinger
      disclaims beneficial ownership.
(5)   Mr. Hands resigned from the Board of Directors on March 16, 2001.
(6)   Includes  shares  owned by Mr.  Abbate's  spouse,  as to which Mr.  Abbate
      disclaims beneficial ownership, except as to 1,685 shares they own jointly


                                       12
<PAGE>

Item 13. Certain Relationships and Related Transactions.

      We have in the past and may in the future enter into certain  transactions
with affiliates.  Such  transactions  have been, and it is anticipated that such
transactions  will  continue to be,  entered into at a fair market value for the
transaction.

Relationship with DKB

      DKB beneficially owns 71,000,000 shares of Common Stock,  which represents
approximately  27.1% of the  outstanding  Common Stock,  including  Exchangeable
Shares. DKB is our largest  stockholder and may be able to exercise  significant
influence  over the election of the members of the Board of  Directors  and over
its business  and  affairs,  including  any  determinations  with respect to (i)
mergers or other business  combinations  involving CIT, (ii) the  acquisition or
disposition of assets by CIT, (iii) the incurrence of  indebtedness by CIT, (iv)
the issuance of any additional Common Stock or other equity securities,  and (v)
the payment of dividends with respect to the Common Stock.

      Set forth below are descriptions of certain agreements,  relationships and
transactions between CIT and DKB.

Regulatory Compliance Agreement

      DKB is subject to U.S. and Japanese banking laws, regulations, guidelines,
and orders that affect our permissible activities. DKB and CIT have entered into
a regulatory  compliance  agreement (the "Regulatory  Compliance  Agreement") in
order to facilitate  DKB's  compliance with applicable U.S. and Japanese banking
laws,  or the  regulations,  interpretations,  policies,  guidelines,  requests,
directives,  and orders of the applicable  regulatory  authorities or the staffs
thereof or a court (collectively, the "Banking Laws"). The Regulatory Compliance
Agreement  prohibits us from  engaging in any new activity or entering  into any
transaction for which prior approval, notice or filing is required under Banking
Laws without the required  prior  approval  having been  obtained,  prior notice
having been given or made by DKB and accepted, or such filings having been made.
We are also  prohibited  from engaging in any activity that would cause DKB, CIT
or any affiliate of DKB or CIT to violate any Banking Laws.  If, at any time, it
is determined by DKB that any activity then conducted by us is prohibited by any
Banking  Law,  we are  required  to take all  reasonable  steps  to  cease  such
activity.

      Under the terms of the Regulatory Compliance Agreement, DKB is responsible
for making all determinations as to compliance with applicable Banking Laws.

      The Regulatory  Compliance  Agreement expires upon the earlier of the date
on which  DKB owns no shares of  Common  Stock or DKB,  in its sole  discretion,
requests  and obtains an opinion of counsel that (i) DKB will not be required to
receive prior  approval  from or give notice to or make filings with  applicable
regulatory  authorities  under the Banking Laws as a result of CIT or any of its
subsidiaries engaging in any activity and (ii) DKB and CIT are no longer subject
to the  jurisdiction  of the  Banking  Laws with  respect to the  activities  or
transactions in which CIT may engage.

Registration Rights Agreement

      DKB and  CIT  have  entered  into a  registration  rights  agreement  (the
"Registration Rights Agreement"),  which provides that, upon the request of DKB,
its  subsidiaries  or  certain  transferees  of  Common  Stock  from  DKB or its
subsidiaries (each, a "Qualified  Transferee"),  we will use our best efforts to
effect the registration  under the applicable  federal and state securities laws
of any of the  shares of Common  Stock  that DKB may hold or that are  issued or
issuable  upon  conversion  of any other  security  that DKB may hold and of any
other securities issued or issuable in respect of the Common Stock, in each case
for sale in accordance  with the intended method of disposition of the holder or
holders making such demand for registration, and we will take such other actions
as may be necessary to permit the sale thereof in other  jurisdictions,  subject
to certain specified limitations. DKB, any of its subsidiaries, or any Qualified
Transferee  also has the right,  which it may exercise at any time and from time
to time,  subject to certain  limitations,  to include any such shares and other
securities in other  registrations of equity  securities of CIT initiated by CIT
on its own behalf or on behalf of its other stockholders. CIT will pay all costs
and expenses in connection with each such registration which DKB, any subsidiary
thereof  or  any  Qualified  Transferee  initiates  or  in  which  any  of  them
participates.  The Registration  Rights Agreement contains  indemnification  and
contribution provisions: (i) by DKB and its permitted assigns for CIT's benefit;
and (ii) by CIT for the  benefit  of DKB and other  persons  entitled  to effect
registrations of CIT Common Stock (and other securities)  pursuant to its terms,
and related  persons.  In November  1998,  DKB sold 55 million  shares of Common
Stock in a public  offering  effected as a demand  registration  right under the
Registration Rights Agreement.


                                       13
<PAGE>

Other Transactions

      At December 31, 2000,  our credit line coverage with 47 banks totaled $8.5
billion of committed facilities.  At December 31, 2000, DKB was a committed bank
under a 5 year $3.7 billion revolving credit facility and a 364-day $3.7 billion
revolving credit facility,  with commitments of $173.5 million per facility.  In
addition,  DKB was a  committed  bank under a  separate  $333.9  million  credit
facility for $17.4 million.

      We have entered into interest rate swap and cross  currency  interest rate
swap agreements with financial institutions acting as principal  counterparties,
including affiliates of DKB. At December 31, 2000, the notional principal amount
outstanding on interest rate swap agreements with DKB and its affiliates totaled
$200.0 million.  The notional  principal amount  outstanding on foreign currency
swaps totaled $168.6 million with DKB at year-end 2000.

      We have entered into leveraged leasing  arrangements with third party loan
participants,  including  affiliates of DKB. Leveraged lease receivables,  which
are included in lease  receivables on CIT's  financial  statements,  exclude the
portion of lease receivables offset by related nonrecourse debt payable to third
party lenders,  including  amounts owed to affiliates of DKB that totaled $373.1
million at year-end 2000.

      At December 31, 2000, our credit-related  commitments with DKB in the form
of letters of credit  totaled $10.4  million,  equal to the amount of the single
lump sum premium  necessary to provide group life insurance  coverage to certain
eligible  retired  employees  and an amount  to fund  certain  overseas  finance
receivables.

      We have entered into cash  collateral loan agreements with DKB pursuant to
which DKB made loans to four separate cash collateral trusts in order to provide
additional  security for payments on the  certificates  of the related  contract
trusts.  These  contract  trusts  were  formed for the  purpose of  securitizing
certain  recreational  vehicle and recreational marine finance  receivables.  At
December 31, 2000, the principal amount outstanding on the cash collateral loans
was $8.9 million.

Executive Loan Program

      CIT  established  an Executive Loan Program for its executives in November
2000.  The purpose of the program is to provide  executives  with an  additional
source of liquidity to pay the tax obligation on Restricted  Stock that vests or
to pay the  exercise  price of stock  options  (as well as  related  taxes).  In
addition,  the Executive Loan Program encourages stock ownership by avoiding the
sale of stock for taxes.

      The program has the following features:

      o     The loan can be for an amount up to the full tax obligation.

      o     Participants pay interest at the applicable  Federal Rate,  adjusted
            quarterly, which was 6.01% at February 15, 2001. CIT holds twice the
            number of shares necessary to cover the loan as collateral.

      o     Participants must repay the loan in 5 years.

      Mr. Gamper had an outstanding loan of $770,053 at February 15, 2001. Three
additional Named Executive Officers  participated in the loan program,  with the
following amounts  outstanding at February 15, 2001: Mr. Abbate - $100,991,  Mr.
Leone - $159,256,  and Mr. Stein - $104,874. The aforementioned amounts were the
largest  aggregate  amounts  outstanding for each Named Executive  Officer since
January 1, 2000.

Paul Morton


      The  family of Paul  Morton,  a  director  of CIT,  owns 100% of a private
company,  Cinitel Corp.,  which prior to October 2000 owned 24% of Radiont,  the
sole  shareholder of Affinity Radio Group,  Inc.,  ("Affinity"),  also a private
company.  Paul Morton is the Chairman of Cinitel and his son,  Henry Morton,  is
the  President  and  Secretary of Cinitel.  Cinitel sold all of its interests in
Radiont in October 2000.

      Prior to CIT's acquisition of Newcourt Credit Group Inc. in November 1999,
Newcourt  Capital (a  subsidiary  of  Newcourt)  loaned an  aggregate  amount of
Canadian $12,000,000 (approximately  US$8,250,000) to Affinity.  Pursuant to the
related credit facility, Newcourt Capital (i) took a security interest in a debt
service reserve to be funded by Radiont and its owners,  including Cinitel,  and
(ii) obtained limited recourse guarantees from Radiont and its owners, including
Cinitel.


      Newcourt  Capital  advised  Affinity on  February 4, 2000,  that a payment
default had  occurred,  due to the  failure of the  funding of the debt  service
reserve. In March 2000, Newcourt thereafter entered into a forbearance agreement
with Affinity whereby Affinity agreed to certain amendments to the provisions of
the  Affinity  loans in favor of  Newcourt


                                       14
<PAGE>

Capital as well as the curing of the payment default  described above. The loans
were repaid in full by Affinity on October 30, 2000.

      In  addition,  Affinity  is a  lessee  of  computer  equipment  from  Dell
Financial Services Canada Limited, a CIT subsidiary. Affinity entered into these
leases at various times both before and after CIT's acquisition of Newcourt. The
approximate  net present  value amount due under all of these leases is Canadian
$325,000  (approximately  US$209,000).  These leases all contain standard market
terms and Affinity is current on its lease payment obligations to CIT.

Counsel Relationships

      Paul N. Roth, a director of CIT, is a partner of Schulte Roth & Zabel LLP,
which provides  legal  services to CIT.  Schulte Roth & Zabel LLP also serves as
outside  counsel  for DKB.  Theodore V.  Wells,  Jr., a director  of CIT,  was a
partner  prior to January  2000 of  Lowenstein,  Sandler PC,  which has provided
legal services from time to time to CIT.


                                       15
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 THE CIT GROUP, INC.

                                 By:           /s/ ERNEST D. STEIN
                                    --------------------------------------------
                                                  Ernest D. Stein
                                    Executive Vice President and General Counsel


April 30, 2001


      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:

               Signature and Title                                     Date
               -------------------                                     ----

              ALBERT R. GAMPER, JR. *
---------------------------------------------------
               Albert R. Gamper, Jr.
Chairman, President, Chief Executive Officer and
      Director (principal executive officer)

                 DANIEL P. AMOS *
---------------------------------------------------
                  Daniel P. Amos
                     Director

                  JOHN S. CHEN *
---------------------------------------------------
                   John S. Chen
                     Director

                  ANTHEA DISNEY *
---------------------------------------------------
                   Anthea Disney
                     Director

              WILLIAM A. FARLINGER *
---------------------------------------------------
               William A. Farlinger
                     Director

                 THOMAS H. KEAN *
---------------------------------------------------
                  Thomas H. Kean
                     Director

                 PAUL G. MORTON *
---------------------------------------------------
                  Paul G. Morton
                     Director

                 TAKATSUGU MURAI *
---------------------------------------------------
                  Takatsugu Murai
                     Director

               WILLIAM M. O'GRADY *
---------------------------------------------------
                William M. O'Grady
                     Director


                                       16
<PAGE>

                  PAUL N. ROTH *
---------------------------------------------------
                   Paul N. Roth
                     Director

                 PETER J. TOBIN *
---------------------------------------------------
                  Peter J. Tobin
                     Director

                   KEIJI TORII *
---------------------------------------------------
                    Keiji Torii
                     Director

             THEODORE V. WELLS, JR. *
---------------------------------------------------
              Theodore V. Wells, Jr.
                     Director

                  ALAN F. WHITE *
---------------------------------------------------
                   Alan F. White
                     Director


                /s/ JOSEPH M. LEONE                               April 30, 2001
---------------------------------------------------
                  Joseph M. Leone
           Executive Vice President and
              Chief Financial Officer
          (principal accounting officer)

  * By          /s/ ERNEST D. STEIN                               April 30, 2001
---------------------------------------------------
                  Ernest D. Stein
                 Attorney-In-Fact


      Original powers of attorney  authorizing Albert R. Gamper,  Jr., Ernest D.
Stein,  and  James  P.  Shanahan  and  each of them  to  sign on  behalf  of the
above-mentioned  directors  are  held  by  the  Corporation  and  available  for
examination by the Securities and Exchange Commission pursuant to Item 302(b) of
Regulation S-T.


                                       17